Directors' Duties in Canada

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CCH Canadian Limited, 2006 - Corporate governance - 582 pages
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Contents

i
1
Page
9
CHAPTER2 THE DUTIES OF DIRECTORS
51
DUTIES AND LIABILITIES OF DIRECTORS
52
THE ROLE OF THE DIRECTORS
75
BOARD MEETINGS
93
Template for a Public Company
109
ANNUAL AND SPECIAL MEETINGS
117
CHAPTERS TAKEOVERBIDS
213
Statutory Duties
214
The Corporation as Acquirer
216
The Corporation as Target
217
Defences Available to the Target
219
Review of Defensive Tactics
220
THE DUTY OF DIRECTORS IN
261
REGULATORY LIABILITIES
291

THE USE OF COMMITTEES
153
Responsibilities of Committee Members
156
The Audit Committee
158
The Environmental Committee
162
Pension Committee
163
Special Committees
166
Conclusion
167
Audit Committee Mandate
169
Corporate Governance and Nominating Committee Mandate
181
Human Resources and Compensation Committee Mandate
187
CHAPTER? CORPORATE FINANCE
193
The Legal Framework
194
Raising Capital for Private Companies
198
The IPO
202
Raising Capital for Public Companies
209
General Financing Considerations
211
Appendix IVCommon Sources of Directors
365
PREPARING FOR AND AVOIDING
385
PREPARING FOR AND AVOIDING
386
Intellectual Property Risk Management
400
Environmental Compliance and Risk Management
406
Some Practical Considerations
420
PROTECTING YOURSELF AS A DIRECTOR
429
INTERNAL INVESTIGATIONS
445
INCOME TRUSTS AND MUTUAL FUND
459
FURTHER DUTIES OF DIRECTORS WITH
475
ADVISORY BOARDS
531
Advisory Board Mandate
537
TABLE OF CASES
561
SELECTED BIBLIOGRAPHY
571
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